LCMS Convention Workbook St. Louis, Missouri — 2007, Page 311

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OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS 311

viding opportunity for ecclesiastical supervision (Bylaw sections
2.12; 4.4) and the carrying out of the objectives of the Synod (Con-
stitution, Art. III). The Synod therefore has encouraged its congre-
gations “to introduce a salary adjustment that recognizes the addi-
tional and vital education received by the Synod-certified teacher”
(2004 Res. 5-03A), thereby to make roster membership more desir-
able or, as may be necessary in some cases, more feasible (in light
of related financial considerations).

Therefore, in response to the question above, member congrega-
tions of our Synod have agreed not to extend solemn calls to non-
rostered individuals regardless of their training. The congregation
in question is well advised to do everything possible to enable its
Synod-trained and Synod-certified teachers to apply for member-
ship and roster status in the Synod, thereby making it proper to ex-
tend a solemn call as defined by the Synod in 1981 Res. 6-14 and
according to the expectations established by Bylaw 2.5.3.

Question 2: Are these bylaws to be interpreted to mean that a con-
gregation that extends what in its language amounts to
a call with tenure to a qualified but non-rostered
teacher is subject to forfeiture of its membership in the
Synod under Bylaw 2.5.4?

Opinion: Persistent non-compliance with any bylaw of the Synod
may jeopardize a congregation’s membership in the Synod. This is
particularly true of Bylaws 2.5.1—2.5.3, given the specific mention
of forfeiture of membership in Bylaw 2.5.4.

Adopted June 30, 2005

Amendments to Bylaws of LCMS Foundation (05-2429)

In a letter dated June 23, 2005, the Commission received from
the Synod’s legal counsel a request that the amendments to the
LCMS Foundation Bylaws, approved by the Board of Directors of
the Synod at its May 23-24, 2005 meeting, also be approved by
the Commission. The Commission noted from Board of Directors’
minutes that the amendments in question have already been ap-
proved by the Foundation’s Trustees and Members, although
Bylaw 3.9.2.2.4 requires that proposed amendments to articles of
incorporation and bylaws or regulations of agencies of the Synod
are to be examined “in advance” of adoption “to ascertain whether
they are in harmony with the Constitution, Bylaws, and resolutions
of the Synod.” Nevertheless, the Commission assumes that all
amendments will have been approved in the manner required by
Synod Bylaw 3.6.1.6 and Article VI of the Foundation’s Bylaws
and that further changes discussed in this opinion will be adopted
by the Foundation as required by Synod Bylaw 3.9.2.2.4.

Synod Bylaw 3.6.5.2.1 requires that the Board of Trustees of
the LCMS Foundation shall consist of: ‘

. Two members (one ordained minister and one layperson) elected
by the Synod in convention;
2. The chairman of the Board for District and Congregational Ser-
vices (or his representative from that board);
3. At least seven members appointed by the Members, as provided
in the Bylaws of the Foundation;

4. The President of the Synod (or his representative); and

5. The Vice-President-Finance—Treasurer of the Synod as a non-
voting member.

The Commission notes that the amendment to Section | of Ar-
ticle II of the Foundation Bylaws meets the requirements of Synod
Bylaw 3.6.5.2.1, which requires that seven members of the Board
of Trustees be appointed by the members of the Foundation. There
is nothing in the Synod’s Bylaws that restricts the method of selec-
tion or the composition of the seven trustees appointed pursuant to
the Foundation’s Bylaws. The amended bylaws call for the elec-
tion of seven trustees by members as the method of appointing
them. Therefore, as stated in the Commission’s previous Opinion
02-2248, “[s]ince the bylaws of the Synod do not restrict the man-
ner of appointment, the Commission sees nothing that would pro-
hibit the appointment through an election process as outlined in the
amended Foundation bylaw.”

However, there is an inconsistency in Section |. The addition
of the parenthetical statement “(one ordained minister)” after the
words “seven Trustees” in the second sentence is not consistent

with the second sentence following which provides that one of the
trustees elected by the members “‘shall be an ordained or commis-
sioned minister.” To eliminate this inconsistency, the Commission
requests that the parenthetical statement “(one ordained minister)”
be removed from the second sentence. With this modification, the
amendment to Section 1 of Article II is approved.

Section 2 of Article II has also been amended to provide for the
commencement of the term of office for newly elected or appointed
trustees in a manner consistent with the Foundation’s practice.
However, the proposed amendment is not consistent with Synod
Bylaw 3.2.4 (a), which provides that ‘members of all elected
boards of the Synod shall assume office on September | following
the convention.” The addition of the words “except for those
trustees elected by the Synod in convention” at the end of the first
sentence of Section 2 would eliminate the inconsistency. (The
Commission also observes that the term of office for elected board
members provided by Bylaw 3.2.4 (six years) is not consistent with
Section 2 of Article II of the Foundation Bylaws, which provides
for three-year terms of office for elected trustees.) The amendment
to Section 2 of Article II is also approved with the suggested mod-
ification.

Section 3 of Article II governing the filling of vacancies has
also been amended, requiring that a vacancy of a member-elected
trustee shall be filled by election by the members. This amendment
is also approved.

During the discussion of the proposed amendments, the Com-
mission noted that proposals to recent conventions to adopt bylaws
to govern the removal of members of boards had not received at-
tention. It was agreed that this issue should again be brought to the
attention of the Commission on Structure for its consideration.

Adopted Oct. 16-17, 2005

Board for University Education Compliance
with 2004 Resolution 8-01A (05-2431)

In a July 21, 2005 letter, an interim Executive Director of the
Board for University Education asked the following question re-
garding 2004 Resolution 8-01A, “To Amend Bylaws on Ecclesi-
astical Supervision and Dispute Resolution” and the particular re-
solve of the resolution that “in consultation with the Commission
on Constitutional Matters, the Board for Higher Education shall de-
velop and amend, as necessary, a Standard Operating Procedures
Manual which will serve as a comprehensive procedures manual
for this bylaw” (2004 Proceedings, p. 178).

Question: In light of Resolution 8-O1A, what recommendations or
suggestions does the CCM offer to University Education
to be in compliance of this resolution?

Opinion: LCMS 2004 Resolution 8-0] A amended the Bylaws of
the Synod in regard to ecclesiastical supervision and dispute resolu-
tion, including Bylaw 3.8.3.8.9 under the Board for University Ed-
ucation. Paragraph (f) (4) of the bylaw refers to a Standard Operat-
ing Procedures Manual, stating: “All hearings shall be private,
attended only by the parties and the witnesses who can substantiate
the facts relevant to the matter in dispute. The Review Committee
shall follow the procedures set forth in the Standard Operating
Procedures Manual for this bylaw to be followed in the hearing
and shall establish the relevancy of evidence so that each party
shall be given an opportunity to present fully its respective posi-
tion....”

The question that is asked refers to paragraph (j) which states:
“In consultation with the Commission on Constitutional Matters,
the Board for University Education shall maintain and amend, as
necessary, a Standard Operating Procedures Manual, which shall
serve as a comprehensive procedures manual for this bylaw.” Res-
olution 8-01A even more explicitly states that the Board is to de-
velop such a manual and amend it as necessary. The Board for Uni-
versity Education is therefore required, in consultation with the
Commission on Constitutional Matters, to develop and maintain a
operating procedures manual that will set forth in detail a standard
manner for carrying out the provisions of Bylaw 3.8.3.8.9 by any
and all boards of regents of the Synod’s educational institutions, to
be applied in all cases dealing with complaints arising out of Bylaw

2007 Convention Workbook